Everything Has Changed
by SwiftlyL1V1D
Summary: Lily thought everything was going to be the same when she came back to New York but she was wrong. Marshall stands up for himself and resists Lily. What will she do now that the love of her life is truly gone? AU. Rated T for language and implied sexual activities.
1. Chapter 1

**So to start I just wanted to say that although I loved Lily and Marshall together throughout the series, I still think that her leaving Marshall to paint was extremely selfish. I tossed the idea back and forth in my head and I'd like to see where things could have been different. The story**** will mainly follow Lilly and Marshall at first but the other characters will appear often. So enjoy the story and also any characters used belong to the creators of How I Met Your Mother.**

**"_What if he falls in love with her" – Lily Aldrin_**

Lily began sneaking her way back into Ted and Marshalls knowing full and well what her impending action was going to cause. She stops right beside the door and thinks her plan devious plan over.

"_I can't stand the thought of Marshall being with anyone else but me! Let alone have crazy monkey sex with her! Barney did say she was crazy though so all I have to do is put our old picture up and she is going to freak out! Alright crazy man stealing bitch! It's on"_

Lily begins to open the door when suddenly she hears a giggle behind her. Swinging her head around she finds Ted standing behind her with a smirk on his face.

"What?" Lily asks as if she was caught with her hand in the cookie jar

"I knew you would come up here Lily. I've known you for years and you had that look in your eyes that says _"I'm about to do something insane". _So I came up here and sure enough, here you are"

"I know what im doing isn't right but I have to remind Marshall about us before he makes a mistake with this girl. I don't want to lose him Ted… he's the love of my life…" she barely manages to utter before beginning to tear up.

Ted hugs her and pulls back and reassuringly places his hands on her shoulders

"Lily look I love you and I know Marshall loves you too but you have to let him live his life without you interfering with it. He'll come back to you I promise but for now you have to let him be" Ted sternly replies

Lily, eyes puffy and nose red, simply nods her head and begins making her way downstairs. Teds footsteps can be heard behind hers and after a few flights of stairs she feels the wind blowing her hair and drying her tears.

"Come on let's get a few drinks to get your mind off of all of this" Ted smiles as he invites her to McLarens

"Yeah I could use a beer… Thanks Ted" Lily cracks a tiny smile as she follows him into the bar

**Meanwhile…**

"Wow you're from Minnesota? It must have been nice up there" Marshalls date , Chloe, enthusiastically remarks

"Yeah it was a great place growing up, I try to visit every chance I get. Can't get enough of the old family" Marshall says as he stops at the door that leads to the apartment.

After walking up the stairs and letting Chloe into his apartment, Marshall begins to shake with excitement

"_Yes! Finally I take a girl home without Barney stealing my candy! I can't wait to rub it in his face tomorrow!"_

"… Pretty impressive huh?" Chloe giggles

"Wow, you really memorized all the lyrics to we didn't start the fire. Can I get you a drink?" Marshall asks

"I'd love a beer"

"You got it"

Marshall makes his way into the kitchen and opens the refrigerator to grab two beers while Chloe takes a seat on the red sofa. Marshall takes a seat next to her and pops both beers open and immediately downs half of his beer while Chloe takes a small sip of hers. She sets her beer down on the coffee table and looks at Marshall who looks at her in return

She smiles and says "I had a really nice time tonight"

"_Marshall! This is your chance! Kiss her already you idiot! God I swear sometimes you can be so clueless! Okay well now that's not nice…"_

Chloe begins leaning in and Marshall follows her lead. After a few agonizing seconds their lips finally meet and Marshalls head is reeling at the fact that he has kissed a second person.

They break their kiss and look into each other's eyes for a few seconds

"_Psh. Crazy eyes. I bet Barney just wanted to take another one from me again"_

At that Marshall smirks which Chloe takes notice of and asks him why he smirked

"Oh I was just thinking about a… um a friend of mine. Yeah he can be a total douche sometimes"

"Hm well how about you stop thinking about your friend and start showing me your room" She coos suggestively

Marshall begins to sweat as this is the first time he has ever been like this with a woman before other than Lily. Regardless Marshall pushes his nerves aside and seductively brings her to his room. Once inside she immediately strips her dress of and bares it all for Marshall to take in. He however begins to have second thoughts

"_Wait no. What about Lily? I think I still love her, I can't do this"_

Just as marshall was about to object a second smaller version of him poofs above his head

"_Are you kidding me? You got a naked woman in front of you and you're worrying about someone who dumped you just to do what she wants? Do you think she was thinking about your feelings when she left you to paint?"_

The other thought bubble with a smaller version of Marshall interrupts

"_But Marshall it's Lily. You've been together since college. Her best friends are your best friends. You're relationship is like the hallmark of what all relationships should be!"_

"_Yeah, sure. Say that when she basically controls Marshall. I mean come on! She left just like that and it didn't bother her one bit when she left you and you said she'd never hear your voice again. The fact that she came back and just expected you to get back together with her shows that she doesn't respect you. Come on bro you're better than that"_

With that, Marshall made his decision and woke up the next morning to sun in his face with a naked Chloe beside him. Marshall gets up and smugly walks into the kitchen where Ted is making waffles for breakfast.

"Hey Ted! You might need to make some extra waffles dude. We have some extra company" Marshall stated with pride

Ted stops what he's doing and looks at Marshall for a second

"_Pride in his voice. That twinkle in his eye. My man had sex last night. And Lily left before I did and most likely made her way up here and they got back together, not before knocking boots though. Oh yeah the Mosby Boys are back in business baby!"_

"Ted! I said you might need to make some extra waffles man" Marshall snaps Ted out of his trance

"Oh right, I gotcha buddy. Extra waffles coming right up!"

Chloe gets out of Marshalls bed and gets properly dressed before sitting down next to Marshall at the small dining table next to the kitchen.

Ted grabs the waffles he made and takes them to the small dining table

"Hot waffles for you Marshall and you Chloe"

They both thank him as he suddenly freezes with shock

"_Wait! Chloe! Agh Marshall no what are you doing man. Oh boy Lily is not going to like this. Yep, she's definitely going to kill me"_

Ted briskly leaves the apartment after taking his pajamas off and putting some suitable clothes on. As he steps out of the building he calls Robin and tells her to meet him at McLarens as she had left the apartment earlier

Robin walks into the bar with Barney and they quickly spot Ted sitting in their usual spot. They take seats across from him and note the agitated expression on his face.

"So Ted what was so important that I had to come this early?" Robin wonder aloud

"Yeah Ted what was so important that you had to call us?" Barney exclaims

Ted looks at Barney with disdain, "Well first of all I called Robin, not you Barney. And second of all… wait why did you come here?"

"Well I was on my way here and he saw me and decided to tag along. Something about the bro code and yada yada yada" Robin answers for Barney just as he is about to spout what would most likely be a made up story.

"Hey! I'll have you know that the bro code is the most sacred of codes between bros and a bro must at all times be informed of his other bros woes. Hence the reason I am here"

Ted, coming out of his daze after hearing Barney spout his usual nonsense, looks at the two with seriousness.

"It's about Marshall. And Robin, Lily is not going to like it at all" Ted says sullenly

Robin and Barney look at Ted with a worried look and in unison ask "What's wrong?"

Visibly uncomfortable, Ted leans in and whispers "Marshall slept with Chloe"

A shocked expression glazes over both Robin and Barneys faces

Stutteringly, both of them begin to say incoherent sentences

"Wait but Marshall and Lily.."

"Crazy Eyes? But Lily… Wait but how did? Marshall? No way bro this is all lies! Marshall and Lily need to be together…"

Robin stops and begins staring at Barney while Ted does the same. Barney looks at both of them with a scared expression and starts attempting to explain what he said but before he can, Ted cuts him off

"Marshall and Lily need to be together? Is there something I'm missing or did Barney really just say that. Dude what gives? Usually you're going on about how marriage is bad and you even tried to get Marshall laid"

Defeated. Barney slightly slouches in his seat and looks at the table in thought. After pondering for a few seconds he lifts his head up

"Okay look, during the summer when they were broken up, I may have taken a plane to San Francisco to convince Lily to come back. Obviously she did and what I said worked but I'm not going to say anything else. I bid you good day ladies"

Shocked, Ted and Robin stare at Barney as he leaves the bar with his head down in disappointment over the news he just received. Robins attention however goes back to Ted.

"So what do we do now Ted? Do we tell Lily or-"

"No! We don't tell Lily anything" Ted quickly exclaims

"Why shouldn't we? She deserves to know!" Robin defends

"Because Robin this will destroy her. She was in tears last night, saying Marshall was the love of her life and because of me she didn't sabotage his date and Marshall slept with that girl with the crazy eyes"

"Oh.. I see. You're afraid of what Lily is going to do to you when she finds out what happened was because of you" Robin slyly replies

Shifting uncomfortably in his seat, Ted shakes his head

"No Robin really this is about Lily. This will crush her right now. What she needs is something to take her mind off of him for a while before we tell her. That way it won't hurt her as badly because she is really hurting already"

"Alright. Fine Ted. You win. I won't say a thing to her BUT don't expect me to be happy about doing this"

**And that is the end of chapter 1. Please feel free to leave a review. Positive, Negative. Any and all constructive criticism is welcome. If you have any ideas you'd want to be implemented into the story just send me a PM.**


	2. Chapter 2

"_God! Marshall why do you have to be so…. Ugh! I do all of this to keep them together and instead he goes off and sleeps with that chick with the crazy eyes! Losing even more points for starting the whole Swarley thing!" _Barney sulked around in deep thought, walking around the streets of New York aimlessly

Before he knew it, the sun began to set and he realized how long he had spent in thought over what was beginning to feel like the end. They were probably going to leave him! Lily was going to move away! And Marshall would leave with Chloe!

"_Oh! Why does everybody have to leave me! Not on my watch! I'm going to Lily's and I'm telling her everything. Yeah that'll fix it" _Barney contemplated with a wide grin in his face. "_I knew I'd find the answer cause I'm awesome!"_

Barney hails a cab and gives him the address to Lily's apartment, arriving with half an hour. Paying the cabbie, he walks up the stairs to the hotel, wary of the people around him and partially scared for his life.

"_Jeez why does Lily have to live in such a dump. I can practically taste the terribleness that this place is"_

Finally he gets to Lily's door unharmed and knocks on the door slightly afraid that knocking too hard would send it flying off its hinges.

Hearing some light footsteps on the other side and the lock on the door being turned, he braced himself to give her the news he hoped would wind up fixing everything. The plan is foolproof right?

Lily opens the door and looks at Barney with a confused frown and a crinkle on her forehead.

"Hey Barney, thanks again for helping decorate my apartment!" She exclaims while moving to the side to allow Barney a look inside her newly furbished apartment

Barney simply gives her a deadpanned stare and ignores the remark in light of his own more important news. "Lily can I come in? I have something to tell you and I don't think that you're gonna like it. Scratch that I know you aren't gonna like it"

Lily almost immediately feels queasy with the gut wrenching feeling that whatever he has to say has something to do with Marshall. She nervously nods her head to allow him inside. Not really having many places to sit, they instead stand near the stoveinkerator.

Barney fidgets nervously as he takes in Lily's worried form and struggles to find words

"Barney? What is it? Is it about Marshall?" She worriedly asks him bracing herself by holding onto the edge of the stoveinkerator as if her life depended on it

Barney's nerves seem to relax for a second before he spurts everything out in one go

"Marshall took that girl from the coffee shop on a date and then I talked to Ted this morning because come on let's be honest, I'm his best friend. So anyways he took her up to the apartment and slept with her…" Barney kept talking but at that last statement Lily's heart cringed and she slipped into a world of her own. A world that Marshall isn't in. Her big green eyes got wet with tears as she openly sobbed causing Barney to stop what he was saying and look at her. These kind of moments made him uncomfortable but being one of his best friends he had to do something to make her feel better.

Lily continued to cry as her world started to slip away from her before feeling Barneys hands on her shoulders. "Lily listen to me, we will get Marshall back. This Chloe chick has the crazy eyes remember? He'll realize it and you two are back together within a week once he realizes the mistake he's made"

Lily shakes her head and in-between sobs she hysterically replies "No! He slept with her already. He's obviously over me already. He doesn't love me anymore and it's too late"

With a resolved look on her face Lily wipes away her tears "I'm going to kill Ted! He stopped me from messing their date up and because of him this happened!" She stomps towards the door before Barney grabs her arm

"Nobody's going to kill Ted. Not right now anyways. Look you're obviously pissed but use that anger to get Marshall back. If you can just think rationally for a second" Barney tries to reason with her

"Oh I gotcha I already have a plan. It's called Chloe's accident. I just need some rope and-"

"Nobody is going to be hurt" Barney interrupts "Not physically anyways. Think of something better alright"

Lily simply nods and steadies herself from her crying "Well I'm still going to have a talk with Ted. He deserves a piece of my mind and since he's the one that told you he should already be expecting me to say something to him"

Barney smirks at her before nodding in agreement "Alright let Ted have it, but! No killing. As his best friend I always have to protect my bros beca-"

"Alright Barney I get it. No killing Ted or Chloe. As much as I'd want to I'm not going to. I'm going to see Ted, he's probably at the bar right now so are you going to come with or not?"

"Of course I will! There's no way I'm missing the verbal smack down you're going to lay on him" Barney enthusiastically giggled. Locking the door behind her, Lily walked behind Barney on the way to McLarens, brooding the entire way.


End file.
